Effective Date: The date on which the Client submits a code review request and electronically accepts this Agreement.
Parties: Zenithonsoft (“Reviewer”) and the individual or organization submitting code for review (“Client”).
1. Confidential Information
“Confidential Information” means non-public information provided by the Client for the code review, including source code, custom Odoo modules, module structures, business logic, data models, workflows, configurations, technical documentation, and other proprietary technical information.
Information that:
- is already publicly available;
- becomes publicly available without a breach of this Agreement;
- was lawfully known to Zenithonsoft before disclosure; or
- is independently developed by Zenithonsoft without use of the Client's Confidential Information
will not be considered Confidential Information.
2. Purpose of Access
The Client provides the submitted code solely for the purpose of performing the requested Odoo code review, security analysis, technical assessment, and preparation of the diagnostic report.
Zenithonsoft will not use the Client's Confidential Information to develop, modify, or deliver software for another client.
3. Confidentiality & Non-Use
Zenithonsoft will:
- keep the Client's non-public source code confidential;
- not sell, publish, distribute, or intentionally disclose the submitted code to unauthorized third parties;
- not use the submitted code for another client's project;
- restrict access to personnel and service providers who reasonably need access to perform the review and who are subject to appropriate confidentiality obligations; and
- use the submitted code only for the agreed review and related reporting.
Zenithonsoft will use reasonable technical and organizational measures to protect submitted Confidential Information against unauthorized access, disclosure, alteration, or loss.
4. Intellectual Property
The Client retains all ownership rights in its submitted source code, modules, business logic, documentation, and other intellectual property.
Submission of code to Zenithonsoft does not transfer ownership, copyright, or other intellectual property rights to Zenithonsoft.
Zenithonsoft retains ownership of its pre-existing tools, scripts, templates, analysis methods, methodologies, know-how, and other intellectual property used to perform the service.
5. Client Authorization
The Client represents and warrants that:
- it owns the submitted code or has sufficient authorization to submit it for review;
- submission of the code does not breach any employment agreement, client agreement, NDA, confidentiality obligation, license, or third-party right; and
- it has the necessary authority to accept this Agreement.
The Client is responsible for obtaining any required permission from its employer, customers, software owner, or other rights holders before submitting code.
6. No Production Data or Secrets
The Client must not upload passwords, API keys, SSH keys, private keys, database credentials, payment information, production databases, customer records, personal data, or other secrets unless Zenithonsoft has specifically requested and separately agreed to receive them.
The Client is responsible for removing unnecessary sensitive information before submitting code.
If Zenithonsoft discovers credentials, secrets, or sensitive information that was submitted unnecessarily, Zenithonsoft may restrict access to the submission, delete the affected material, or request a replacement submission.
7. Public GitHub Repositories
If the Client provides a public GitHub repository, Zenithonsoft may access and download the publicly available source code for the purpose of performing the requested review.
Information that is already publicly available will not become Confidential Information solely because the Client submitted its URL.
Any non-public information obtained through the review process will remain subject to the confidentiality obligations of this Agreement.
8. Automated Analysis & Service Providers
The review may use automated static-analysis tools and technical infrastructure operated by Zenithonsoft or its trusted service providers.
Zenithonsoft may use hosting, storage, security, automated analysis, email, or other technical service providers where reasonably necessary to provide the service.
Where such providers process Confidential Information, Zenithonsoft will take reasonable steps to ensure that the information is handled subject to appropriate confidentiality and security protections.
9. Storage & Deletion
Submitted code will be retained only for as long as reasonably necessary to perform the requested review and prepare the report.
After completion of the review, uploaded archives and extracted working files will be deleted from the active review environment according to Zenithonsoft's applicable data-retention procedures.
Backups, security logs, or other system records may retain limited technical information for a reasonable period where immediate deletion is not technically feasible or where retention is required by law.
10. Nature and Limitations of the Diagnostic
The free diagnostic is an automated/static technical assessment based on the checks, tools, and information available during the review.
It is intended to identify potential technical, security, performance, maintainability, and upgrade-related issues.
The diagnostic is not:
- a penetration test;
- a security certification;
- a guarantee that the software is secure or defect-free;
- a guarantee that every vulnerability or performance issue will be identified;
- a guarantee that an Odoo upgrade will succeed; or
- a substitute for a complete manual or production-environment audit.
A paid manual/runtime audit may provide additional analysis but also does not guarantee identification of every possible defect, vulnerability, performance issue, or upgrade problem.
11. Free Diagnostic Service
Where the Client requests the free diagnostic, Zenithonsoft will perform the review according to the scope stated on the website.
Any stated delivery period, including a 24-hour target, applies under normal operating conditions and may be affected by file size, technical problems, service availability, review complexity, or other circumstances beyond Zenithonsoft's reasonable control.
12. Paid Services
Any additional manual, runtime, migration, consulting, or technical audit services are subject to the scope, pricing, payment terms, and conditions agreed separately between Zenithonsoft and the Client.
Nothing in this Agreement requires either party to purchase or provide additional services.
13. Limitation of Liability
To the maximum extent permitted by applicable law, Zenithonsoft's liability arising from or relating to the Free Diagnostic will be limited to the maximum extent permitted by applicable law.
Zenithonsoft will not be liable for indirect, incidental, consequential, special, exemplary, or loss-of-profit damages arising from the use of the diagnostic, except to the extent such limitation is not permitted by applicable law.
Any liability associated with a paid audit or other paid service may be separately defined in the applicable service agreement or statement of work.
14. Client Indemnification
To the extent permitted by applicable law, the Client agrees to indemnify and hold Zenithonsoft harmless against third-party claims arising directly from the Client's unauthorized submission of code or materials, including claims that the Client did not have the right to provide such materials for review.
This does not apply to claims arising from Zenithonsoft's own breach of this Agreement, negligence, or willful misconduct.
15. Privacy
Personal information submitted through the code-review service will be processed in accordance with the Zenithonsoft Privacy Policy.
The Client should review the Privacy Policy before submitting a request.
The Client's acceptance of this Agreement does not replace or constitute acceptance of the Privacy Policy.
16. Governing Law and Jurisdiction
This Agreement shall be governed by the applicable laws of India.
Subject to applicable law, disputes arising from this Agreement shall be subject to the jurisdiction of the appropriate courts in Kerala, India, unless otherwise agreed in writing.
17. Electronic Acceptance
By checking the acceptance box and submitting the code-review request, the Client confirms that:
- the Client has read and understood this Agreement;
- the Client agrees to its terms;
- the Client has the right and authority to submit the code for review; and
- the information and materials submitted are authorized for this purpose.
Electronic acceptance constitutes acceptance of this Agreement.
18. Agreement Version
Zenithonsoft may update this Agreement from time to time. Each accepted version will be identified by a version number and effective date.
The version accepted by the Client at the time of submission will govern that particular review request.
